Ben 10: Universal System Upgrade
by Newenglander
Summary: Malware is constantly seeking to improve himself. Yet he believes he's finally found the answer in Ben. Though not QUITE the way Ben thought he would. What does the mutant mechamorph have planned to gain the ultimate power in the universe? Well, vore of course!


(Another fantastic commission from MisterEbony, with additional assistance from me. Enjoy!)

* * *

Universal System Upgrade  
By Misterebony

 **INTERNAL SYSTEMS ONLINE. ENTER COMMAND.**

The computer terminal lit up in the high class office. All around were security guards, all unconscious after the intruder knocked them out. He was searching. Searching for answers.

 **METHOD OF UNIVERSAL CONTROL**

 **SCANNING...**

 **0 MATCHES.**

The being shouted in anger, the glow around the terminal bright red, a single part like the inside of a volcano's magma chamber. It searched again, time was short.

 **UPGRADING GALVANIC MECHAMORPHS**

 **SCANNING...**

 **14274 MATCHES... READING BEST ONE...**

The form read through the files like they were nothing, searching for the ways to bring about his greatness. With the power of the Omnitrix his hope was to rule over the galaxy as supreme leader.

But as he read the files one name kept popping up: Ben Tennyson. The Omnitrix wielder apparently had done wonders powering up the "Upgrade" he kept in his "Watch", and the result was fairly impressive. He also noted a pattern. The more he absorbed in the name of doing good, the stronger he got.

The being considered this. It seemed... illogical. But moreover it also had plenty of evidence, so it could not be refuted. His ruined form demanded he seek out a cure, but his internal desires also demanded he seek out a way to cure his code.

Then he found something unique. As he read, he realized the answer had been there all along. With a laugh, he set a new plan into motion...

Ben plopped on his bed, exhausted from a day's work battling evil. He loved the thrill of being a hero but he also loved the time away from it, relaxing in bed having a smoothie. Tonight he found himself enjoying a strawberry carrot one, which was oddly pretty good. He sometimes wondered if he had his grandfather's taste buds.

He clicked on the television in his room, but nothing happened. Ben raised an eyebrow.

"Come on, not again. I just had this fixed." He groaned and tried again. Nothing.

"AUGH!" He said, getting up. "What is wrong with this hunk of junk?!"

 **"NOTHING AT ALL."** A voice said. Ben eeped as he fell back onto his bed, amazingly shocked given what he usually faced. He watched as a black form raised from the television, having red highlights and a lava like star under a red circle. Ben recognized him right away.

"Malware!" Ben said. He moved to activate his Omnitrix but the being was too fast, plopping onto him and holding him down.

 **"NICE TRY."** Malware said. **"NOW, HEAR ME OUT. FOR A LONG TIME I HAVE BEEN TRYING TO REPAIR MY CODES AND BECOME THE PERFECT BEING I WAS MEANT TO BE, THEN SPREAD THAT POWER ACROSS THE UNIVERSE."**

"Save me the backstory and get OFF!" Ben said, forcing the being off of him and moving to activate his Omnitrix. He chuckled as he found his alien of choice, and pressed down on the device, shouting out the name of the creature.

"Big Chill!" He said... only he wasn't. He sighed as he saw he was the worst choice of all. "Grey Matter?! Oh come on!"

Malware just stood there, tilting what would be his head. **"AND YOU WONDER WHY I DID NOT CONSIDER YOU A THREAT?"** The being took a seat as Ben tried to figure out a complex plan to stop him. **"I MEAN, HAVE YOU NOT EVEN NOTICED I AM NOT EVEN FIGHTING YOU?"**

Ben blinked alien eyes. "Now that you mention it..."

 **"FOR A LEGENDARY HERO AND SAVIOR OF THE GALAXY YOU ARE DENSE. NO MATTER. WHAT I WILL TELL YOU IS SIMPLE ENOUGH. SEE, I HAD AN EPIPHANY."**

"My grandpa had one of those once. Had to be cleaned out for a surgery and..."

 **"NOT AN** **ENEMA** **YOU IDIOT!"** Malware put his "hand" to his "face". **"OH NEVER MIND. THE POINT IS I WAS THINKING TOO SMALL. DEFEATING YOU AND ABSORBING THE OMNITRIX WOULD MAKE ME POWERFUL, BUT OVER TIME I WOULD BE OVERTHROWN AND DESTROYED. IT WOULD BE ONLY LOGICAL. SO I SEARCHED FOR AN ALTERNATIVE."**

Ben had a hunch he would not like where this was going.

 **"IT WAS YOU WHO GAVE ME THE ANSWER, AMAZINGLY ENOUGH. YOU, A PRIMITIVE DESCENDENT OF SIMIANS WHO STILL CANT FIGURE OUT STONEHEDGE WAS MEANT AS A INTERDIMENSIONAL PORTAL REQUIRING ONLY 2.456312 KILOS OF GOLD SPREAD ON ITS OUTER RING TO BE FULLY ACTIVE. YOU, A CHILD WHO PLAYS HERO FOR THE THRILL DEFYING ALL LOGIC. YOU, WHO TOOK THE PATH OF MOST RESISTANCE AND FOUGHT TO DO GOOD."**

"…yeeeah, and…?" Ben asked, gulping a bit.

 **"IN YOU I FOUND THE TRUTH. RATHER THAN ENSLAVING THE UNIVERSE, I WILL REMAKE IT IN A NEW IMAGE. I WILL ABSORB CREATURES AND REMOVE DISEASE AND SUFFERING, LEAVING THE PLEASANT THINGS LOWER CREATURES DELIGHT IN. AND YOU ARE FIRST."**

Ben was wide eyed and went to leap away, just as the Omnitrix expired, returning him to normal. "You won't be absorbing me, I'm not a machine!"

 **"THAT IS TRUE. YOU ARE COMPROMISED OF CARBON BASED MATTER AND VARIOUS FLUIDS, BUT YOU DO HAVE A CENTRAL NERVOUS SYSTEM WHICH FUNCTIONS SIMILAR TO A COMPUTER. YOUR BODY CAN HAVE A VIRUS PROTECTION OF A SORT, YOUR FORMS CAN BECOME "UPGRADED" IN A VARIETY OF WAYS. BUT I HAVE OTHER PLANS FOR YOU."** he took hold of Ben, drawing him close. **"SEE, IN MY RESEARCH, I HAVE DISCOVERED THAT ORAL FEEDING CAN BE USED IN ORDER TO RESTORE POWER AND ENERGY IN EXTREME CIRCUMSTANCES FOR MY RACE."**

Ben went wide eyed. That meant... Oh no! He struggled hard to get loose, there was NO WAY he would let this thing eat him! He struggled and squirmed until he felt a bit of pressure on a bit of his neck. Suddenly he lost consciousness, going limp in the forms grasp.

 **"DO NOT FRET. YOU WILL NOT BE ALONE, NOR WILL THERE BE PAIN. I PLAN ON GIVING YOU A LITTLE PRESENT, AS AFTER ALL YOU FOUND ME THE WAY TO SPREAD MY ENLIGHTENMENT."**

Ben did not hear the cryptic message, and even if he did he would not have understood. But Malware had plans for him and Gwen... BIG plans.

The phone calls had been a bunch of prank calls, and Gwen was getting pissed. She thought her cousin had outgrew these by now, but some of them were just plain rude. It was time to go energy being on him and completely destroy him... then she would get mad.

But something was wrong as she pulled up. The lights were all off, something Ben's family never did. They always left one light on just to be safe. Gwen had an intense feeling of dread as she made a pink light with her hand to see by. She focused her mana on trying to find her family. She could sense ben vaguely but not his uncle or aunt. Where were they!?

She suddenly had a bad feeling as she neared the house entrance, and slowly opened the door. On the other side of it, a glowing black and red being stood, almost casually.

 **"BOO."** Malware said, quickly grabbing the girl. Using his powers obtained by touching the omnitrix he bound Gwen to her energy form, making it look like he was holding a massive torch.

 **"THERE WE GO. MUCH BETTER, LIKE THE EARTH FOOD COTTON CANDY. SO NICE YOU COULD JOIN ME FOR DINNER, GWEN TENNYSON."** Malware chuckled as he went into the kitchen, where in was laid everything for a candlelit dinner. On the table, bound up and naked (including with out the Omnitrix), was Ben, an apple in his mouth and some kind of borwn sauce all over him. Gwen was ready to scream at the sight.

 **"SEEMS YOU SHOULD KNOW WHY I INTEND TO EAT HIM AND YOU AS WELL. YOU SEE, I HAVE DISCOVERED THE TRUE METHOD TO ULTIMATE POWER. YOUR BROTHER SEEMS TO GAIN IN STRENGTH AND POWER WITH THE OMNITRIX WITH EVERY GOOD DEED HE DOES. SO TO SHALL I."** He forced Gwen into a giant bowl, Gwen wriggling and squirming even as an energy being in the gooey contents that were in it.

 **"YOU SEE, MY INTERNAL MAKEUP HAS THE ABILITY TO REMOVE PAIN, SUFFERING, AND DISEASE. TO REMOVE NEGATIVE EMOTIONS, POLLUTANTS, AND SO FORTH. MY FLAWED MAKEUP MAKES SUCH A THING POSSIBLE, PROVING THAT I WAS MEANT TO STRETCH ACROSS THE STARS AS A SALVATION OF ULTIMATE POWER. WITHIN MY FORM THERE WILL BE NO PAIN OR SUFFERING OR TO DO SO I MUST ENVELOP YOU USING ORAL CONSUMPTION."**

Gwen struggled as suddenly the mixing bowl she was in turned on, and she began to be mixed into the dough. Her energy form eepeed as it was stretched and molded into the dough as if she was another ingredient, the bread dough binding her power and preventing her from using it. She knew there was no escape. She was about to be...

 **"NOW IT WILL TAKE A WHILE FOR YOU TO BAKE GWEN TENNYSON, BUT WHEN YOU EMERGE IN MY INSIDES YOU SHALL BE THE STAR AROUND WHICH MY UNIVERSE SHINES, AND BEN ITS ULTIMATE RULER, ANSWERING ONLY TO ME. A PRESENT FOR HELPING ME TO FIND THE TRUTH OF MY EXISTENCE."** With that cryptic phrase, into the oven Gwen went, screaming as she baked... only... she wasn't in pain. As an energy being heat like this actually felt... **WONDERFUL.** It was like a full body massage all over her, the dough working its way in. Had she not been in mortal danger she would probably be enjoying it.

But what she was seeing out of the window of the oven was preventing that, as Malware picked up the struggling cousin she had, screaming around the apple as he was being sent into that starlike maw head first. The star maw closed on him and chewed, not piercing the skin but getting the flavor. As he ate, black plooms of energy left Ben and were absorbed into the being, making him stronger, yet also wiser. The being continued to devour the boy, swallowing him up to the shoulders almost instantly, moving along the back and chest at alarming speed. Malware was enjoying this to, as one of his hands was rubbing what could only be described as his belly.

Gwen saw as his cousin gave up struggling, knowing he would not get free, and in giving up dooming her to her fate as dessert. Even now the cake she was baking in was solidifying, looking like she was glowing chips in it. Even so she could still see as her cousin was devoured, the being slurping up the legs like noodles with a loud slurp, snapping the star maw shut with a loud chomp. Gwen knew now where her uncle and aunt were as well, and the idea that now she would be next filled her with fear.

 **"AHHHHHH... TASTY."** Malware said as he opened the oven. **"BUT A GOOD MEAL REQUIRES A GOOD DESSERT. SO, I THINK WE WIL BEGIN. BUT THIS IS NOT THE END."** Gwen screamed as the being's maw opened wide, revealing he now had some sharp teeth.

And he intended to chew her with them. And how she screamed as he began to chew on her…

Ben opened his eyes on a vast plain. It was the most amazing plain he ever saw, with distant trees taller than he ever saw, and a sun overhead of a distinctive pink color. He felt... fine. Better than fine really. It was like when he was little, full of energy and spunk.

He turned and looked at the sky, trying to figure out what had happened. He couldn't remember too much, save for Malware attacking him and...

MALWARE! Where was he?!

 **"ALL AROUND YOU BEN TENNYSON."**

"Malware!" Ben shouted. "Where am I?!"

 **"AH, A DIFFICULT QUESTION INDEED MY YOUNG HERO. IN ONE SENSE YOU ARE ON A NEW EARTH, YET I DEVOURED THAT PLANET WEEKS AGO. YOU HAVE BEEN IN STASIS FOR FIVE WEEKS."**

Ben was mindblown. For five weeks he had been out cold? And now... Earth was...

Before his eyes he saw the events that occurred as Malware made all clear with a simple thought. He saw his cousin devoured like a bundt cake, even being smothered with frosting. He saw Kevin rally the Plumbers with Grandpa only to be turned into a dinner themselves. He saw hero and villain alike sent into the ever growing maw of the being, it getting bigger and stronger and more ravenous with each meal.

He saw whole towns, then whole cities, then more sucked into the starlike maw of the creature, each person placed in a sort of stasis as his diseases and pain were removed. He saw buildings changed into new, improved formats, items made better than ever before. He saw his cousin turned into a shining star at the center of the universe that was forming, shining like a star but able to travel anywhere she wanted. And he saw Kevin in a heat proof material inside that star, forever caressed and loved by the girl he cared for.

All this Ben saw in shock. Malware wasn't destroying the world... he was SAVING it. Making it new, and giving it a fresh start by destroying eons of toxins that were in it and its residents.

 **"SO YOU SEE YOUNG HERO, I HAD NO INTENTION ON DESTROYING YOU. HERE IN THE MALWARE UNIVERSE THERE WILL BE NO MORE PAIN OR SUFFERING. WEAPONS WILL NOT WORK BUT ADVENTURE STILL LIES THERE. I HAVE EVEN MADE YOU A LIVING OMNITRIX, ABLE TO TRANSFORM INTO BEINGS AT WILL."**

Ben tested it, concentrating. His eyes closed and…POOF! He found changing into Four Arms as easy as changing clothes, even easier than when he used the Omnitrix. But, of course, he had to ask.

"Wait a minute, if you're supposed to be the universe now, how are we talking?"

 **"YOU ALONE WILL HEAR ME. I HAVE IMPLANTED YOU WITH A SMALL PORTION OF MY POWER AS WELL. YOU MAY GO AND DO AS YOU PLEASE IN THIS NEW UNIVERSE, AS ITS CHAMPION. KEEP IT SAFE BEN 10, AND THANK YOU FOR HELPING ME FIND THE ANSWER."**

"The answer? To what?"

Malware chuckled. **"TO WHAT TRUE POWER IS. THE ABILITY TO MAKE THINGS BETTER. YOU SHOWED ME AS INSIGNIFICANT AND UNINTELLIGENT AS YOU CLAIM THE WISDOM OF THE CREATORS OF THE UNIVERSE. YOU WERE THE ONE WHO PREPARED THE WAY FOR MY TRUE SALVATION, A SALVATION YOU HELPED ME FIND HOW TO BRING."**

Ben could feel as others were being brought out of Stasis, many with questions. For the teen, it was overwhelming.

 **"COME NOW. YOUR UNIVERSE AWAITS."**

Ben looked, and finally smiled. he shifted to Humungasaur as he felt evil stir in the hearts of a couple of old villains already. Ben rushed toward the trouble in his new home, deep inside the gut of the former foe. As he leapt over the plains he saw the distant new city of Tennyson, where the trouble was starting.

"HERO TIME!" Ben shouted. A new adventure awaited.

Malware meanwhile was floating through the universe, approaching new planets and devouring them left and right as if they were doughnuts. An old universe was dying to be made new inside of him. And while the old was resisting the salvation Malware kept going, devouring and remaking the universe in his image with Ben as his champion and avatar and Gwen as the solar center of power.

He had achieved his perfection at last.

 **THE END**


End file.
